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SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-A12G For Registration of Certain Classes of Securities Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 PENTAIR, INC. (Exact Name of Registrant as specified in Its Charter) MINNESOTA (State of Incorporation or Organization) 41-0907434 (I.R.S. Employer Identification No.) 1500 County Road B2 West, St. Paul, Minnesota (Address of Principal Executive Offices) 55113-3105 (Zip Code) If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A(c)(1) please check the following box. If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2) please check the following box. Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class to be so Registered None Name of Each Exchange on Which Each Class is to be Registered None Securities to be registered pursuant to Section 12(g) of the Act: Rights (Title of Class) Item 1. Description of Securities to be Registered. On July 21, 1995, the Board of Directors of Pentair, Inc. (the "Company") declared a dividend of one common share purchase right (a "Right") for each outstanding share of common stock, par value $.16-2/3 per share (the "Common Shares"), of the Company. The dividend is effective July 31, 1995 for shareholders of record on such date (the "Record Date"). Each Right entitles the registered holder to purchase from the Company one Common Share at a price of $160.00 per Common Share, subject to adjustment (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Norwest Bank Minnesota, National Association, as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (other than the Company, a subsidiary of the Companyor an employee benefit plan of the Company or a subsidiary) (an "Acquiring Person") has acquired beneficial ownership of 15% or more of the outstanding Common Shares (the "Shares Acquisition Date") or (ii) 10 business days (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group (other than the Company, a subsidiary of the Company or an employee benefit plan of the Company or a subsidiary) of 15% or more of such outstanding Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Share certificates outstanding as of the Record Date, by such Common Share certificate. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date, upon transfer or new issuance of Common Shares, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Shares, outstanding as of the Record Date, even without such notation, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on July 31, 2005 (the "Final Expiration Date"), unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below. The Purchase Price payable, and the number of Common Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Common Shares, (ii) upon the grant to holders of the Common Shares of certain rights or warrants to subscribe for or purchase Common Shares at a price, or securities convertible into Common Shares with a conversion price, less than the then current market price of the Common Shares or (iii) upon the distribution to holders of the Common Shares of evidences of indebtedness or assets (excluding regular quarterly cash dividends or dividends payable in Common Shares) or of subscription rights or warrants (other than those referred to above). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares will be issued. In lieu thereof, an adjustment in cash will be made based on the market price of the Common Shares on the last trading day prior to the date of exercise. The Purchase Price is payable by certified check, cashier's check, bank draft or money order or, if so provided by the Company, the Purchase Price following the occurrence of a Flip-In Event (as defined below) and until the first occurrence of a Flip-Over Event (as defined below) may be paid in Common Shares having an equivalent value. In the event that any person becomes an Acquiring Person (a "Flip-In Event"), the holders of Rights will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances cash, property or other securities of the Company or a reduction in the Purchase Price) having a market value of two times the then current Purchase Price. Notwithstanding any of the foregoing, following the occurrence of a Flip-In Event all Rights will be null and void to the extent they are, or (under certain circumstances specified in the Rights Agreement) were, or subsequently become beneficially owned by an Acquiring Person, related persons and transferees. In the event that, at any time following the Shares Acquisition Date, (i) the Company is acquired in a merger or other business combination transaction or (ii) 50% or more of its consolidated assets or earning power are sold (the events described in clauses (i) and (ii) are herein referred to as "Flip-Over Events"), proper provision will be made so that the holders of Rights will thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the then current Purchase Price. At any time after a person becomes an Acquiring Person and prior to the acquisition by such Acquiring Person of 50% or more of the outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such Acquiring Person which have become void), in whole or in part, at an exchange ratio of one Common Share (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges) per Right (subject to adjustment). At any time prior to the close of business on the tenth day following the Shares Acquisition Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. Other than the Redemption Price, the Purchase Price and the Final Expiration Date, the terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to lower the threshold for exercisability of the Rights from 15% to 10%, with appropriate exceptions for any person then beneficially owning a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold, except that from and after the Distribution Date no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995, previously filed with the Commission on August 11, 1995. A copy of the Rights Agreement is available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference. Item 2. Exhibits. 1. Rights Agreement dated as of July 21, 1995, between Pentair and Norwest Bank Minnesota, National Association (Incorporated by reference to Exhibit 4.1 to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995.) 2. Press Release, dated July 21, 1995. 3. Letter to holders of Pentair, Inc. Common Stock, dated July 26, 1995, which includes an attachment entitled Pentair, Inc. Summary of Rights to Purchase Common Shares. SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. PENTAIR, INC. By: David D. Harrison Senior Vice President, Chief Financial Officer Dated: August 22, 1995 EXHIBIT INDEX Exhibit Number 1 Rights Agreement, dated July 21, 1995 between Pentair, Inc. and Norwest Bank Minnesota, National Association (Incorporated by Reference to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995.) 2 Press Release, dated July 21, 1995. 3 Letter to the holders of Pentair, Inc. Common Stock, dated July 26, 1995, which includes an attachment entitled Pentair, Inc. Summary of Rights to Purchase Common Shares. EXHIBIT 2 PENTAIR, INC. NEWS RELEASE July 21, 1995 PENTAIR REDEEMS OUTSTANDING RIGHTS AND DECLARES DIVIDEND DISTRIBUTION OF NEW COMMON SHARE PURCHASE RIGHTS ST. PAUL, MINNESOTA - - July 21, 1995 - - Pentair, Inc. (NASDAQ/NMS:PNTA), the St. Paul based diversified manufacturer, today announced its board of directors, at a regularly scheduled meeting held today, adopted a new Shareholder Rights Plan, and authorized issuance of one new Common Share Purchase Right on each outstanding share of the Company's Common Stock. In addition, the board voted to redeem the Company's existing Common Share Purchase Rights. The redemption of the old Rights and the issuance of the new rights will be made to shareholders of record at the close of business on July 31, 1995. A redemption payment for the old Rights of $.0303 per share will be paid to shareholders of record at the close of business on that date, in addition to the regular quarterly dividend. The new Rights are designed to provide meaningful protection against abusive takeover tactics such as partial tender offers, selective open-market purchases and offers for all the shares of the Company made at less than full value or at an inappropriate time. The new Rights are intended to assure that the board of directors has the continued ability to protect shareholders and the Company if efforts are made to gain control of the Company in a manner that is not in the best interests of the company and all of its shareholders. The new rights are not being distributed in response to any specific effort to acquire control of the company, and the board is not aware of any such effort. The new Rights will be exercisable only if a person or group acquires 15 percent or more of the Company's Common Stock or announces a tender offer, consummation of which would result in ownership be a person or group of 15 percent or more of the Common Stock. Each Right will initially entitle shareholders to buy one share of the Company's Common Stock at an exercise price of $160.00 per share, subject to adjustment. If any person has become a 15 percent or more shareholder of the Company, each Right will entitle its holder to purchase, at the Rights' then-current exercise price, a number of common shares of the acquiror of the Company having a market value at the time of twice the Right's exercisable price. The Rights are designed to permit shareholders to benefit from the long-term value of the Company and to aid in assuring that all shareholders receive fair and equal treatment in the event of any proposed takeover of the Company. The new rights will expire on July 31, 2005. Distribution of the new Rights is not taxable to shareholders. Details of the Rights distribution are contained in a letter which will be mailed to all Company shareholders. Pentair comprises 8,700 employees in eight industrial businesses having 27 locations around the world. Products manufactured by Pentair subsidiaries include electrical and electronics enclosures; woodworking equipment; power tools; pumps; sporting ammunition; automotive service equipment; industrial lubrication systems and material dispensing equipment. EXHIBIT 3 Winslow H. Buxton Chairman, President and Chief Executive Officer July 26, 1995 To Our Shareholders: With the completion of the paper business sales on June 30, Pentair became entirely a diversified manufacturer of industrial products comprising eight operating subsidiaries with 8,700 employees working in 27 locations worldwide. This significant step creates many new opportunities for Pentair and its stakeholders. The performance of our company will be less influenced by economic cycles, and capable of returning consistent value in both the near and long term. Our resources now enable us to grow and expand our existing companies with projects offering volume and profit growth, as well as attractive returns on investment. Also, the proceeds from the sale of the paper businesses have strengthened our capital position, reducing our debt and allowing us to pursue aggressive acquisition plans. With regard to our acquisition activities, we have expanded our strategic planning and acquisition teams. They will be directing their efforts at both strategic acquisitions that complement our existing businesses and product lines, such as pumps, power tools and enclosures, as well as evaluating new businesses that may provide long-term opportunity for our shareholders. We are well-grounded in our current industrial businesses and feel all of them may offer significant potential for growth and increased margins. We believe this capability, coupled with our ability to integrate new companies into the Pentair family, will enhance Pentair's total value to its shareholders over time. Moving forward as a purely supported by the excellent subsidiaries, exciting new and an educated, motivated industrial company, our prospects are market positions of our industrial products, modern cost-effective plants work force. New Share Rights Plan Approved Under its longstanding Code of Business Conduct, Pentair has chosen to be an independent publicly owned company, managed with the highest standards applicable. While we are very optimistic about Pentair's future, our board of directors remains concerned about the use of abusive tactics in attempts to take over major corporations. Unsolicited offers at less than a full value for all of your Company's shares, an accumulation of shares privately or in the open market and other abusive takeover tactics are not in the best interests of all shareholders or Pentair. These tactics can unfairly pressure the board and shareholders, and can be highly disruptive to the conduct of business. In December 1986, Pentair issued to all its shareholders Common Stock Purchase Rights to protect shareholders and the company's other constituencies against some of these abusive takeover tactics. The issuance of the 1986 Rights did not end our concern with the continuing problem of takeover abuses. We regularly review our situation to provide shareholders and Pentair with the best available protection. The existing Rights will expire in 1996. However, the board has decided that it would now be beneficial to Pentair and its shareholders to substitute a new Rights Plan for the original Plan. Accordingly, today your board called for the redemption of the existing Common Stock Purchase Rights and declared a dividend distribution of new Rights to replace them. The redemption of the 1986 Common Stock Purchase Rights will result in a one-time payment to you of $.0303 per share, because each share was entitled to one Right. This payment will be made on August 14, 1995, to shareholders of record at the close of business on July 31, 1995, in addition to, but with, the regular quarterly dividend. A detailed summary of the new Rights Plan is enclosed. There were no certificates issued for the 1986 Rights, and no certificates representing the new Rights will be issued at this time. Pentair will be entitled to redeem the new Rights at $.01 per Right. The new Rights will be exercisable only if a person or group acquires 15 percent or more of the Company's Common Stock or announces a tender offer for more than 15 percent of the Common Stock. Each new Right, if and when exercisable, will have an exercise price of $160.00 for each share. However, if a person acquires more than 15 percent of the Common Stock, among other circumstances, each Right will enable the holder to purchase shares of stock of Pentair (or the Acquiror, under certain circumstances) having a market value of twice the exercise price. For example, if the exercise price was at $160.00 and the stock of Pentair (or the Acquiror) had a then market value of $80.00, the $160.00 exercise price buys shares worth $320.00, or four shares. We continue to believe that Pentair has a bright future, a fact we believe is supported by our excellent second quarter performance, as described below. The Common Stock Purchase Rights we issued over eight years ago and the issuance of the new Rights reflect our determination that you, our shareholders, be given every opportunity to realize the full value that future represents. Second quarter analysis On July 14, we reported net income of $28.6 million, or $1.34 per fully diluted share, for the three months ended June 30, 1995. Net income for the second quarter 1994 was $11.8 million, or 56 cents per fully diluted share. Second quarter 1995 earnings include a $12.1 million gain from the sale of Pentair's paper businesses, or 57 cents per fully diluted share. Continuing operations in the second quarter generated sales of $338.2 million, a 13 percent gain over second quarter 1994 sales of $300.4 million. Net income from continuing operations totaled $13.3 million, or 62 cents per fully diluted share, up 12 percent over second quarter 1994 net income of $11.9 million. This performance was driven by continued brisk activity in durable goods markets served by Hoffman Engineering and the domestic operations of Lincoln Industrial, as well as continued economic growth in European markets addressed by Schroff and Lincoln Industrial GmbH. Myers and Lincoln Automotive also performed well in the second quarter. Some softening in the sales from our power tool businesses occurred as a result of a general downturn in consumer spending. Despite a 13 percent increase in volume, Federal Cartridge's second quarter sales margin continued to fall short of those of the previous year due to a change in product mix and competitive pricing in the sporting ammunition industry. With the completion of the sale of our paper businesses, our refocusing of our resources on growing as a diversified industrial manufacturer, and the security of a new Share Rights Plan, we are very well-positioned to continue building value for shareholders from within our existing businesses, while acquiring additional manufacturing businesses that will provide new growth opportunities. Sincerely, Winslow H. Buxton enclosures PENTAIR, INC. SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On July 21, 1995, the Board of Directors of Pentair, Inc. (the "Company") declared a dividend of one common share purchase right (a "Right") for each outstanding share of common stock, par value $.16-2/3 per share (the "Common Shares"), of the Company. The dividend is effective July 31, 1995 for shareholders of record on such date (the "Record Date"). Each Right entitles the registered holder to purchase from the Company one Common Share at a price of $160.00 per Common Share, subject to adjustment (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Norwest Bank Minnesota, National Association, as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (other than the Company, a subsidiary of the Company or an employee benefit plan of the Company or a subsidiary) (an "Acquiring Person") has acquired beneficial ownership of 15% or more of the outstanding Common Shares (the "Shares Acquisition Date") or (ii) 10 business days (or such later date as may be determined by action of the Company's Board of Directors prior to such time as any person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group (other than the Company, a subsidiary of the Company or an employee benefit plan of the Company or a subsidiary) of 15% or more of such outstanding Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Share certificates outstanding as of the Record Date, by such Common Share certificate. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date, upon transfer or new issuance of Common Shares, will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Shares, outstanding as of the Record Date, even without such notation, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on July 31, 2005 (the "Final Expiration Date"), unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below. The Purchase Price payable, and the number of Common Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Common Shares, (ii) upon the grant to holders of the Common Shares of certain rights or warrants to subscribe for or purchase Common Shares at a price, or securities convertible into Common Shares with a conversion price, less than the then current market price of the Common Shares or (iii) upon the distribution to holders of the Common Shares of evidences of indebtedness or assets (excluding regular quarterly cash dividends or dividends payable in Common Shares) or of subscription rights or warrants (other than those referred to above). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares will be issued. In lieu thereof, an adjustment in cash will be made based on the market price of the Common Shares on the last trading day prior to the date of exercise. The Purchase Price is payable by certified check, cashier's check, bank draft or money order or, if so provided by the Company, the Purchase Price following the occurrence of a Flip-In Event (as defined below) and until the first occurrence of a Flip-Over Event (as defined below) may be paid in Common Shares having an equivalent value. In the event that any person becomes an Acquiring Person (a "Flip-In Event"), the holders of Rights will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances cash, property or other securities of the Company or a reduction in the Purchase Price) having a market value of two times the then current Purchase Price. Notwithstanding any of the foregoing, following the occurrence of a Flip-In Event all Rights will be null and void to the extent they are, or (under certain circumstances specified in the Rights Agreement) were, or subsequently become beneficially owned by an Acquiring Person, related persons and transferees. In the event that, at any time following the Shares Acquisition Date, (i) the Company is acquired in a merger or other business combination transaction or (ii) 50% or more of its consolidated assets or earning power are sold (the events described in clauses (i) and (ii) are herein referred to as "Flip-Over Events"), proper provision will be made so that the holders of Rights will thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the then current Purchase Price. At any time after a person becomes an Acquiring Person and prior to the acquisition by such Acquiring Person of 50% or more of the outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such Acquiring Person which have become void), in whole or in part, at an exchange ratio of one Common Share (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges) per Right (subject to adjustment). At any time prior to the close of business on the tenth day following the Shares Acquisition Date, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. Other than the Redemption Price, the Purchase Price and the Final Expiration Date, the terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to lower the threshold for exercisability of the Rights from 15% to 10%, with appropriate exceptions for any person then beneficially owning a percentage of the number of Common Shares then outstanding equal to or in excess of the new threshold, except that from and after the Distribution Date no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A filed with respect to the Rights. A copy of the Rights Agreement is available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.